PAGOSA SPRINGS ARTS COUNCIL Approved 9/12/17 Revised 03/06/18
ARTICLE I: NAME AND ADDRESS 

The name of this corporation is incorporated under the laws of the State of Colorado and shall be the Pagosa Springs Arts Council, Incorporated. 

The official mailing address is PO BOX 5852 Pagosa Springs, CO 81147 

ARTICLE II: PURPOSE 

Mission: To stimulate and promote the arts. 

Vision: Arts, culture, and creativity are valued and celebrated. 

This corporation is organized exclusively as a nonprofit, tax-exempt organization under Section 501(c) 3 of the U.S. Internal Revenue Code. 

ARTICLE III: MEMBERSHIP AND MEMBERSHIP MEETINGS 

Section 1: Membership 

Membership in the Pagosa Springs Arts Council shall be open to all individuals, organizations, or businesses interested in the mission and vision of the Pagosa Springs Arts Council. The Board of Directors shall determine and designate membership specifications. 

Section 2: Membership Meetings 

A minimum of one general membership meeting will be held per year. 

Section 3: Special Membership Meetings 

Special Membership Meetings may be called by the Executive Committee and shall be called by the Executive Committee upon written request of any three voting members. Notice shall be sent to members in advance detailing the purpose, time and place of the special meeting. 

ARTICLE IV: BOARD OF DIRECTORS 

Section 1: Number, Tenure and Election 

The Board of Directors shall consist of not more than nine (13) or less than five (5) Directors. The Board of Directors shall include three officers (Chair, Vice Chair, Secretary/Treasurer). 

Directors and officers shall be elected at the Annual Meeting in February of each year. All current dues paying members are eligible to vote. The Nominating Committee shall present a list of potential candidates to the Board 30 days prior to the Annual Meeting. Additional nominations shall also be accepted from the floor, with the consent of the nominee prior to the election. Officers and directors will be elected by ballot when there is more than one nominee for any office or director position. Any Officer may be removed from office by a majority vote of Directors. 

Section 2: General Responsibilities 

The Board of Directors shall have general charge, control and responsibility for the affairs, funds and property of the Pagosa Springs Arts Council. The Board shall accept financial or in-kind gifts to carry out the purposes of the Pagosa Springs Arts Council. 

Section 3: Vacancies 

Vacancies due to resignation, unexcused absence or other explicit reasons shall be filled by a nomination from the Nominating Committee and a majority vote of the Board at any regular Board of Directors meeting. The individual shall be elected to serve the unexpired portion of the departing Director’s term.

Section 4: Meetings 

The Board of Directors shall hold no less than six regular meetings each year. The Executive Committee, upon the written request of three Directors, may call special meetings of the Board of Directors. Notice shall be sent to all Directors containing the purpose and time and place of the special meeting at least three days in advance. 

Section 5: Quorum and Attendance 

A majority of the total membership of the Board shall constitute a quorum. To transact business, a quorum must be present and a majority vote of the Directors present shall be required. The Chair, in consultation with one other officer, shall have the authority to call an emergency meeting of the Board and transact any and all necessary business without a quorum of directors being present. Such actions must be ratified at the next meeting when a quorum is present. 

Attendance at meetings of the Board of Director is a responsibility of each member. A member of the board who fails to attend two meetings in any one membership year (unexcused) shall be given notice by the Chair that if the member concerned shall miss one more meeting, he may be asked to resign from the board. 

Section 6: Conflict of Interest 

Each member of the Board of Directors shall disclose to the Board Directors any conflict of interest that may exist or arise at any regular or special meeting of the Board of Directors. 

Section 7: Director Indemnification 

The Corporation shall hold harmless each director of any liability such director may incur while performing the duties of the Board of Directors in a reasonable and prudent manner. Further, the Corporation shall indemnify any director of any actual expenses or costs reasonably incurred in the defense of any action, suit or proceeding – civil or criminal – to which he/she may be a party by reason of being or having been a director of the Corporation, except if such director is finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of any duty to the Corporation. 

Section 8: Director Giving 

PSAC Board members agree to make an annual contribution to the organization in an amount that is meaningful to them. 

ARTICLE V: OFFICERS 

Section 1: Terms 

The officers of the Pagosa Springs Arts Council shall consist of Chair, Vice Chair, and Secretary/ Treasurer. The officers shall be elected for a one (1) year term with no term limitations. 

Section 2: Duties 

Chair: The Chair shall preside at all meetings of the Membership, Board of Directors, and Executive Committee; shall be the chief executive officer of the Corporation; and shall be an ex-officio member of all Committees except the nominating committee. 

Vice-Chair: The Vice-Chair shall carry out such duties as the Board of Directors or the Executive Committee may from time to time direct. In the absence of the Chair, the Vice Chair may act in place and stead of the Chair. 

Secretary/Treasurer: The Secretary/Treasurer shall be responsible for taking and keeping minutes of all Membership, Board of Directors, and Executive Committee meetings. The Secretary/Treasurer shall be responsible for all funds of the Corporation and shall collect dues and receive all monies. The Secretary/Treasurer shall chair the Finance Committee and prepare the annual budget and make payments in accordance with the approved budget or as directed by the Board. The Secretary/Treasurer shall be responsible for establishing and maintaining full and accurate accounts and shall present financial statements at the Board Meetings. 

The Board may appoint an Executive Director to carry out the programs and policies as authorized by the Board of Directors and or executive Committee. The Executive Director shall be responsible for the performance of all other employees of the Corporation and shall be an exofficio, non-voting, member of all committees. 

ARTICLE VI: COMMITTEES 

Committees and Divisions 

Section 1: Appointment and Authority 

The Chair of the Board, by and with the approval of the Board of Directors, shall appoint all committees and committee chairpersons. The Chair of the Board may appoint such ad hoc committees and their chairperson as deemed necessary to carry out the programs of the PSAC. Board committee appointments shall be at the discretion of the Chair of the Board and shall serve concurrently with the term of the appointing Chair unless the Board of Directors approves a different term. 

It shall be the function of committees to make investigations, conduct studies and hearings, make recommendations to the Board of Directors and to carry on such activities as may be delegated to them by the Board. 

Section 2: Limitation of Authority 

No action by any member, committee, division, employee, director or officer shall be binding upon or constitute an expression of the policy of the Chamber until it shall have been approved or ratified by the Board of Directors. The Chair of the Board shall discharge committees when their work has been completed and their reports accepted or when, in the opinion of the Board of Directors, it is deemed wise to discontinue the committees. 

Section 3: Testimony 

Once committee action has been approved by the Board of Directors, it shall be incumbent upon the committee chairperson or, in their absence, whomever they designate as being familiar enough with the issue to give testimony to or make presentations before civic and governmental agencies. 

ARTICLE VII: FISCAL POLICY 

Section 1: Fiscal Year 

The fiscal year shall be from January 1 to December 31. 

Section 2: Accounts and Audit 

The books and accounts of the Pagosa Springs Arts Council shall be kept in accordance with generally accepted accounting principles and shall be audited annually, by an Audit Committee at the close of the fiscal year. 

Section 3: Debts 

No Board member shall have the power to contract any debt or incur any obligation on behalf of or binding upon the Board with out prior consent of the Board, with the exception of budgeted operating expenses not exceeding two hundred dollars ($200). 

Section 4: Authorized Signatures 

The Secretary/Treasurer, Chair and such persons as approved by the Board of Directors shall be authorized to sign checks. Amounts exceeding $1000 will require two signatures. 

ARTICLE VIII: PARLIAMENTARY AUTHORITY 

Robert’s Rules of Order Newly Revised shall be the parliamentary authority for matters of procedure not specifically covered by the bylaws or by specific rules of procedure adopted by the Board of Directors. 

ARTICLE IX: AMENDMENT OF BYLAWS 

These bylaws may be altered, amended, or repealed in whole or in part by the affirmative vote of 2/3 of the Board of Directors; provided notice of such proposed action with respect to the bylaws is provided to the Board of Directors in advance. 

ARTICLE X: DISSOLUTION 

The Pagosa Springs Arts Council shall be dissolved by a majority vote of the membership present at a meeting called for such a vote. One month notification shall be given to all membership of the meeting called for this purpose. 

In the event of dissolution, the assets of the Pagosa Springs Arts Council will be distributed to such arts, charitable and educational organizations in the community that are tax exempt for federal income tax purposes, as the Board of Directors shall determine. 

PAGOSA SPRINGS ARTS COUNCIL NON-DISCRIMINATION POLICY 

This policy defines the Pagosa Springs Arts Council’s policy on discrimination and applies to all employees, contractors and members. The Pagosa Springs Arts Council does not discriminate against anyone for any reason. 

The Pagosa Springs Arts Council believes in equal opportunity and will accept members and employ personnel without regard to race, creed, color, religion, national origin, gender, sexual orientation, age, physical or mental handicap, veteran status, and/or marital status. 

This policy also applies to internal promotions, training, opportunities for advancement, terminations, relationships with outside vendors and customers, use of contractors and consultants, and in dealing with the general public. 

PAGOSA SPRINGS ARTS COUNCIL SOFTWARE PIRACY POLICY 

It is the policy of the Pagosa Springs Arts Council to use all commercially purchased software in accordance with its individual licensing agreement. Unless otherwise provided in the license, any duplication of copyrighted software, except for backup and archival purposes, is a violation contrary to the organization’s standard of conduct. 

The purpose of this policy is to comply with Title 17 of the U. S. Code in the protection of “original works of authorship” that are fixed in a tangible form of expression. These categories should be viewed quite broadly and include literary, dramatic, musical, artistic, audiovisual, and computer programs as well as other intellectual works.